Ben 10: Rebel Alliance
by Redakai12
Summary: After an accident with the Forever Knights, Ben finds himself in a strange new world. Will he and Rook help the rebels and find a way back home or meet their ends in this new world. Rated T for Teens. Contains mild language.EzraxSabine.
1. Chapter 1

**Chapter One**

Seventeen Ben Tennyson thought he was ready for anything, but he differently wasn't for what was currently going on. "Ugh... What hit me?" Ben asked himself. He got up from the ground looked at his surroundings, the sky was kind tannish and he saw miles and miles of grassy plains around him.

"Where am I, how'd I get here?" He thought to himself.

Then something clicked inside his brain, he recalled his grandpa Max sending him and his partner Rook on a mission. The two had to stop the forever knights from getting a hold on a shipment of potentially dangerous alien tech.

They arrive on the scene of the crime, and managed to defeat most of the knights but their leader, Driscoll had managed to get his hands on some kind of cannon. The knight shot a beam of particle energy at Ben who countered it by transforming into one of his aliens, Clockwork.

Clockwork used his time manipulation powers to counter the particle beam but when the two beams collided they did something the two sides did not expect. The two beams opened a rift between worlds and a bright blue flash engulfed the area, when it faded Ben, Rook, and Driscoll were gone.

"Oh, now I remember." Ben said to himself then something registered in his mind. "Wait, where's Rook?"

He started searching around desperately for his partner. His eyes scanned the area, when he saw a small town in the distance.

"Maybe I can find Rook there." He thought.

He then started walking towards the town in hopes of finding his partner.

 **Town of Lothal**

Ben entered the town and was surprised at what he found. The city was something out of western and science fiction movie, there were humans and aliens, but it was also like an old timey western town like cowboy movies. All in all it reminded him of his home back in Bellwood.

Ben looked around trying to find someone who could tell him where he was. He then saw some a group of what seem to be soldiers dressed in white uniform, he was about to go up and asked the man for help but stopped when he saw something that troubled him. The soldier had seemed to be trying to force some poor old street vendor into doing what seemed be consorting him giving him money saying it was some kind of taxes.

"By order of emperor your are ordered to pay taxes or we will shut down this stand." The soldier said.

"B-But, this is all I have, you can't do this." The man pleaded.

"I don't care, hand over the money or this store gets torn apart!" The soldier threatened.

"Hey!" Ben shouted getting their attention. "Leave him alone!"

"Stay out of this, this has nothing to do with you." Soldier stated.

"I said leave him or else." Ben said with narrowed eyes.

"Yeah, what are you going to do about it?" He mocked.

Ben smirked and reached for the Omnitrix he activated it and scroll through the list of aliens, until He found the alien he was looking for, he slammed down the core and was engulfed in a flash of bright green light. In Ben's place was now a tall, big, red-skinned, four armed alien, he was wearing black pants and had a sleeveless black muscle shirt with a green strip on. It also had a green hourglass symbol on it's belt.

" **Fourarms!"** He shouted.

"W-What is that thing?!" One of the soldiers shouted.

"Now then, what were you gonna to do?" Ben said shooting a cocky smirk.

Ben then picked up the lead soldier and threw him at the other two. He then rose his two upper arms and slammed them on the ground making the ground shake and send the soldiers back to the ground as they tried to get up. Ben then found what seemed to be some sort of military vehicle and smirked. He went over to pick it up and to everyone's surprise ripped it in two. The soldiers were now scared and started running away from the tetramand.

Seeing his work was finished Ben tapped the hourglass symbol and was engulfed in another flash and transformed back to normal. Ben then went over the old man who picking up his fruit the soldiers had knock over. Ben bend down and helped pick it up. "Here you go." Ben said giving him the fruit.

"Thank you, young man."

"No trouble at all." Ben said with a smile.

Just then Ben heard a boom and turned his head to see more of those soldiers giving pursuing a couple of people on bikes.

"That doesn't look good." Ben said to himself.

On instinct he started running towards the trouble and had slapped down the Omnitrix and was engulfed in a bright green flash.

 **The Chase**

Ben had transformed into some kind green, four-eyed, bug-like creature and was flying overhead and was surveying the chase. He saw the soldiers were chasing two kids that were a little bit younger than him and an adult male. Ben then thought they must've done something to piss these soldiers off, but considering what happen with the vendor, he knew the soldiers were not exactly good either so he took a chance and help out the group they were chasing.

Ben took a deep breath and made some kind of coughing noise in his throat and spat out some kind weird green slime. The green slime blinded the soldiers, slimed the bikes and stopped them from moving and gunk up the gears and stopped them from working. The group had saw what had happened and couldn't believe what they saw, that strange bug thing helped them escape.

"Whoa, who is that guy?" The boy with blue hair asked.

"Don't know, but he seems to be following us, so let's find out." The adult male said.

 **Outside the town**

Ben and the group had now stopped on the outskirts of town. Ben landed on the ground still transformed and the group the soldiers had been chasing had stopped their bikes. The adult was the first to approach Ben then the blue haired kid and the one with a helmet, but judging by her figure, he could tell it was female.

The adult spoke up. "Thanks for the help back there, who are you?" He asked.

"Right now, I'm called Stinkfly." He said. This got a snicker from the other two.

"But, my real name," He said then tapped the Omnitrix dial turning back to human. "Is Ben Tennyson."

 **Chapter One End.**


	2. Chapter 2

**Chapter Two**

"The name's Ben Tennyson." Ben introduced.

The three people were in shocked at what happened, the bug creature was actually some kid. Ben looked at them with an awkward look on his face as they stared at him in silence. "So can anyone tell me where I am?" Ben asked rubbing the back of his head nervously.

This got him surprised looks from the three in front of him. "Your on Lothal." The helmet girl answered.

"Lothal?" Ben asked.

"Yeah, how you can not know that?" The blue haired kid asked.

"Well, I'm not exactly from here." Ben told them he added a mental note. "In more ways than one."

"Well, wherever your from, we appreciate the help." The older male said.

"No prob, it's what I do." Ben said.

"So, how'd you-" The blue hair kid was cut off by Ben.

"Listen, I be happy to explain if you guys can help me out." Ben said.

"Help you out?" The helmet girl asked.

"Yeah, when I said I'm not from here I mean that literally, like I'm not from this universe." Ben said.

The three looked at in confusion as if he was crazy.

"Look I know it sounds crazy but trust me, where I come from, crazy is normal." Ben told them.

The three looked and then at each other and shrugged. "Alright then." The older male said.

Ben grinned at them. "By the way, never got your names."

"I'm Kanan Jarrus." The adult said.

"Ezra Bridger." The boy introduced.

The girl took off her helmet and revealed her beautiful face, she wore orange lipstick, and had magenta and orange dyed hair. "The names Sabine." She said.

"Okay then, shall we get going." Ben said.

They all nodded at him and hopped on their bikes, Ben activated the Omnitrix and scrolled through the list till he got the alien he wanted. He slammed down the core and was enveloped in a green light. When the light faded, in Ben's place stood a tall, lean, humanoid, manta ray-like creature.

He had red skin on his front and back, he had wings attached to his arms probably for flying, that were yellow, he had a row of black skin on his upper chest area where the Omnitrix dial was in the center. He also had a tail, green eyes, and two yellow bat-like ears that pointed up in the same position a manta ray would have theirs.

" **Jetray** **!** " He announced in a light raspy voice.

They looked at him with shock evident on their faces. "Whoa!" Ezra said.

"Let's go," He said then went up into the air. "I'll follow."

The others looked at him but then got out of their thoughts and drove away from the area of the grassy plains they were in with Jetray close behind them.

 **The Ghost**

After 30 minutes the four had arrived at their destination, which was a big hulking ship. Ben was the first to arrive, he had landed on the ground, tapped the Omnitrix dial and turn back to human. "Whoa." He said looking at the ship.

"Hey," A voice said. Ben turned around and saw Ezra had gotten there second. "How you'd get here so first?" He asked.

"Jetray's superfast in the air and water." Ben replied with a smirk.

"Jetray? That weird bat thing you turned into?" Ezra asked.

"Yup." Ben said.

The two noticed Kanan and Sabine had arrived as well. "You two got here quick." Sabine said getting off her bike.

"Thanks." They both said.

"Wasn't a compliment." She said.

"We know." They replied.

"Shall we go in?" Kanan said.

They shrugged and walked up the ramp of the ship.

Ben looked around the ship, impressed by it's size, he was broken out of his thoughts by a voice. "Hey!" A voice said. Ben turned around to see a big gorilla-like creature, with grayish purple fur and black markings. It was looking down on him with a scowl on his face, Ben noticed there was a small robot next to him. It jumped down from the railings and walked over to Ben.

Ben looked at the thing casually. "Hey." He said with a smile and wave.

"Who the heck are you?!" It said angrily.

"Zeb, calm down." Ezra said.

"Kid, you know this guy?" He asked Ezra still keeping his eyes on Ben.

"Yeah, he helped get us away from some storm troopers in town." Ezra explained.

The one now known as Zeb was still scowling, but backed off Ben.

"Zeb, meet Ben." Kanan said coming up with Sabine behind him. "Ben this is Zeb." He introduced.

"We've met." He said casually.

The little robot come up next to him. "And this is Chopper." The little robot then started beeping at Ben.

"Hi, I'm Ben." He said patting the robot's head which he beeped happily at.

Kanan then went up the ladder and the others including Ben followed him up the ladder. Ben then came into a hallway where he saw two more people, both were female. The first female was green skinned wore a sort of pilot suit and had googles. She also two long antenna like things coming from her head.

The other was a reddish brown skin woman about his age with some sort of warrior garb on. She also had two stick things strapped to her hilt. She had black lips and some white horn thing on her head with what looked like ponytails coming from the side of her head. In his head he thought she was very pretty.

"Ben come over and meet the rest of our crew." Ezra said.

Ben walked and met the over two members. The green one introduce herself first. "Hello, I'm Hera Syndualla." She greeted.

"Ahsoka Tano." The other introduced.

"Ben Tennyson." He introduced.

"Ben here, helped us out in town." Kanan explained.

"It was no problem really." Ben said.

"Well, thank you Ben." Hera thanked him.

"So, uh Ben you gonna tell how you did that thing 30 minutes ago?" Sabine asked.

"Sure, but you might wanna sit down, it's a long story." Ben said.

Several minutes later, the crew was sitting around a round table and Ben began his story. He told them of how he was from another world and how he got sent here by accident when he fought one of his enemies. Needless to say they were shocked and skeptical of his statement, but the more he talked they started to believe him and felt great sympathy for him.

"And so, that's how I got here." Ben said finishing his tale. "Now I'm stuck in some far galaxy in another world until I figure out how to get home."

"You poor thing." Hera said feeling sorry for Ben.

"I was hoping you guys, could help figure out some arrangements, until I figure out a way to get home." Ben asked.

"We can figure out something, but first we need a few answers." Kanan said/asked.

Ben saw where this was going. "Okay, shoot."

"How did you turn into that bug thing or that giant bat creature?" Ezra asked.

Zeb looked at him like he was crazy. "What are you talking about kid." He asked.

"Ben here turned into some strange creatures." Sabine said backing Ezra up.

"We all saw it Zeb." Kanan said.

"So how'd you do it Ben?" Ezra asked.

Ben held up his wrist revealing the Omnitrix. "With this." He said gesturing to the watch.

This got raised eyebrows from everyone. "How does that weird watch turn you into those creatures?" Sabine asked.

Ben smiled and stood up. He then activated the Omnitrix, scroll through the list, he found the alien he wanted. He slammed down the core was engulfed in an emerald green flash. After the light faded, in Ben's place was a tall, humanoid figure made of rocks, suddenly the rocks lit on fire, his hands, feet, body, and head were shrouded in flames.

" **Heatblast!** " He announced in a deep raspy voice.

The Ghost crew looked at him in shock and awe of what happened, the boy in front of them had just to some kind of molten fire man.

"Pretty cool, right." Ben said. He then tapped the Omnitrix dial and reverted back to human.

"That was Awesome!" Ezra said excited. "That watch changed you into all those creatures from before?"

"Yep, it's called the Omnitrix, it's the most powerful device in the universe, well mine at least and others probably." He said.

"The powerful device in the universe? Yeah right." Zeb said skeptically.

"It is, you see in my universe the Omnitrix was created to contain the DNA of every sentient alien species in the universe." Ben said.

"No offense on the alien part." He said gesturing to Zeb, Hera, and Ahsoka.

"None taken." They said.

"Any way a being named Azmuth, who's the smartest in my galaxy and four others, created the watch to not only contain the DNA of all those aliens but allow the wielder to alter their DNA and transform into that species, and gain the powers, abilities, customs, and appearances of those aliens." Ben explained.

"So how many are in there?" Ezra asked.

"About seventy five or six, but when fully unlocked I can turn into over a million." Ben said.

Their jaws practically dropped at that, he could turn into a million alien species, all with powers and abilities that haven't seen before, was that little device really that powerful. "So, what can they all do, exactly?" Kanan asked.

"Well let's see, I have regeneration powers, invulnerability, a bunch of elemental powers, super strength, super speed, enhanced reflexes, energy absorbing and redirecting, flight..." Ben trailed off. "The list goes on and on, the real question is what powers I don't have...Yet." Ben said.

Everyone was practically shocked at that statement.

Ben grinned. "Anyway after I got it I decided to use my powers to help people, whether it was using it to stop a robbery, stopping a villain or using it to stop a giant monster. I'm a hero back in my world." He finished.

"Ben could you give us a moment, please?" Kanan asked.

"Sure." He stood up and went outside.

Hera looked at Kanan. "What are you thinking Kanan?" She asked.

"I'm thinking Ben could be of help to us." He answered.

"Your not serious?" Zeb asked.

"Nope, you heard what he said, with all his powers with we could turn the odds into our favor." He explained.

"I don't know guys." Sabine said worried.

"Sabine, he make a great addition to the team." Ezra put in. "Besides we can't leave him, he helped us and he's got nowhere to go."

"I agree with Ezra and Kanan, Ben's abilities could very well help us and we don't want the empire getting his hands on him, do we." Ahsoka said.

Chopper beeped and surprisingly agreed with them.

"So, it's settle then." Hera said.

They then nodded and went outside to the hallway to tell Ben the good news. "Ben we've come to a decision, and we would like you to join our crew and our cause."

"Really, Wait what cause?" He asked.

"I think it's time we told you a story." Hera said.

They sat down again and told Ben their tale of how they're rebels fighting against the empire. They him how the empire was ran by the emperor and how he had tyrannical reign throughout the galaxy, they told him how they ran people out of their homes and they try to rid anything that reminds people of hope and freedom.

The more Ben listen the more he realized how the empire were a lot like his enemies, Vilgax, Dr. Animo, Malware, all of them and If he turn his back on them he be no better than them. Even though he wasn't from this world, while he was here for the time being he would try and help it as much as he could.

"So, that's our story." Kanan said coming to an end. "What do you think?"

"I think you guys need all the help you can get, I'm in." He said with a smirk.

They looked surprise at that. "Are you sure about that, this even isn't your world." Sabine said.

"Yeah, but people need help and I can't stand by and not do something about it." Ben said. "It would go against everything my grandpa and parents taught me, so I'm in."

They all smiled at that. Hera stood up and walked over to Ben and held out her hand.

"Welcome to the crew." She smiled.

Ben smiled and shook her hand, things just got interesting.

 **Chapter 2 End**


	3. Chapter 3

**Chapter Three**

Ben had just woken up, he had spent his first night on the ghost. He woke up and went out the door of his room towards the kitchen. When he reached the kitchen, he saw Ahsoka, Sabine, Zeb, and Hera sitting at the table. Ben smiled at them. "Morning." He greeted.

"Morning Ben." They greeted.

"Hey kid." Zeb said.

Ben went to the fridge and got something, that seemed to be juice. He poured himself a glass and sat down with the two females. "So, how are you two this morning?" He asked with a smile on his face.

"We're fine, how'd you sleep last night?"

"Pretty good, but I could have done without Zeb's snoring, though." He jokingly commented.

The girls giggled a little at that, while Zeb glared at him.

"I guess it's a bit different from your home back in your world." Ahsoka commented.

"Yeah, guess so." Ben replied.

"So, what's your world like, Ben?" Sabine asked.

"It's bit different from this one, but similar in ways." Ben summarized.

"So, how did you end getting the Omnitrix, anyway." Sabine asked.

"It happened during summer vacation, me, my cousin Gwen, and my Grandpa Max." Ben started to explain. "We were camping and I was walking the woods, when I saw a shooting star, it landed on the ground near where I was and I went towards it." Ben said getting them more interested. "Inside the crater where I found it, there was some kind of space pod I went to it and inside of it was the Omnitrix, well at least the prototype."

"The prototype?" Hera asked.

"Yeah, you didn't think the smartest guy in the galaxy, would create the Omnitrix in a day did you?" Ben asked. "Anyway that was the prototype, I found years ago, when I was ten. This is the one I got that Azmuth was working on for six years." Ben explained. They all nodded at that.

"Turns out I actually got the watch by mistake when I was ten. You see my grandpa Max was a plumber, not the ones that clean toilets, they're a intergalactic police force kind of that protect the universe. Anyway my grandpa was the greatest in the galaxy and Azmuth wanted to send the watch to him. My DNA is so close to my grandfather's it let me put it on and use it." Ben said.

"Basically, it was a fluke." Zeb said smugly.

"Well at first, then grandpa talk to Azmuth and convinced him to let me keep it. Azmuth wanted the Omnitrix to be used a way to bring peace, bring different species together, by taking a walk in each other's shoes, then saw me put to good use, he saw me grow, and figure out ways to put it to use that even he couldn't think of, him, the smartest being in five galaxies." Ben finished.

"Wow, that's amazing story." Ahsoka said

"Thanks." Ben said.

Just then Ezra and Kanan entered the room. "Ben glad to see your up, you okay?" Kanan asked.

"I'm fine." Ben replied.

"Well, me and Kanan were about to do some Jedi training, you wanna join us?" Ezra asked.

"Sure, why not."

"Great, I think you be a practice partner for Ezra here." Kanan said.

Ezra, Kanan, and Ben then went outside to practice with the others following them. They were all outside of the ghost now, they were pretty excited to see what powers the rest of Ben's forms had. Kanan stood in front of Ezra and Ben. "Alright, I think it's time we start helping Ezra with his sword training, Ben your gonna help him with some combat practice." Kanan told them.

They nodded at him. They then went to the center of the field and stood across from each other.

"Go easy on me, okay." Ezra said getting out his lightsaber/blaster.

"Don't worry, I won't use my heavy hitters." Ben told him.

He then activated the Omnitrix and slapped it down, where it enveloped Ben bright green flash. After the light faded, in Ben's place, stood a short, chubby, green creature. It had splotchy spots on it's skin and six growths on the back of it's head. It also had three black whisker-like marks on it's face and a tail. On it's chest was the Omnitrix dial.

" **Upchuck!** " He announced. "I'll just use my big eaters."

The others looked at the small creature for a moment, before Zeb and Ezra broke out into high laughter at the small alien, earning a glare from Ben. The girls giggled a bit, even Kanan chuckled himself.

"W-What kind of form is that?" Ezra said laughing.

"Don't laugh, he may be small, but he packs a big punch." Ben told him.

"I kind of doubt that." Ezra replied.

Ezra then aimed his blaster and fired a couple rounds of energy shots. Ben then jumped in the air and surprisingly ate the energy shots. After Ben ate the shots, on his stomach was a glowing green circle. He then opened his mouth and shot out a medium-sized energy ball. Ezra shocked by this, dodged the ball before it came in contact with the ground, making a crater.

Ben used his three long tongues to pick and swallow a nearby rock. He then ran towards Ezra and shot out a couple energy balls at Ezra. Ezra quickly got up and got out his lightsaber, he then starting deflecting shots left and right and back Ben who dodged them.

"Let's switched things up, shall we." Ben said then slapped the Omnitrix dial. Another flash of light, he had changed into a short, humanoid creature with white skin. It was wearing a black jumpsuit and bore three black fins on it's forehead and had two white whisker growths on it cheeks. It also had three silver nodes on it's belt and two on it's arms. The Omnitrix symbol was on it's forehead.

" **Ditto!** " He said in a small slightly squeaky voice.

"What's this one do?" Ezra asked.

"Don't know, but it's kind of cute." Sabine commented.

"Hey!" Ben shouted indignantly. "Just cause he's small, doesn't mean he's not tough."

"Yeah, sure kid." Zeb said chortling.

"Anyway," Ben said ignoring Zeb. "He can do this."

Ben suddenly spilt into another version of Ditto. He then started multiplying into several other copies of himself. The Dittos then rushed at Ezra and started dog-piling him, they started punching and kicking him while he was down. While this was happening, Zeb and Chopper, who just showed up, started laughing their butts off, the girls were laughing and giggling themselves. Kanan just slapped his forehead.

"Ow, ouch, okay! I give!" Ezra yelled from under the pile of Dittos.

A green flash then went off and Ben turned back to human. Ben got up and held a hand out to Ezra who accepted it.

"Sorry about that." Ben said.

"It's cool, gotta say that was kind of cool." Ezra commented.

"Thanks." Ben said.

"Nicely done." Kanan said coming over with the others. "Could have done without the fooling around though."

"Sorry." Ben said rubbing his neck sheepishly.

"So Ben how does the watch work?"

It's like all you have to do is press the faceplate here," He began touching the faceplate letting it slide off. "Then you scroll the list of aliens on this holograph screen," He said showing the face of his aliens. " Then you press it again and the core pops up and you slammed it down and the watch does the rest." Ben explained.

Ben then put his Omnitrix up to Ezra. "Here, you try."

Ezra grinned and tapped the Omnitrix and did what Ben told him then slapped it down. Ben was engulfed in another flash of light. When it faded he had turned into a tall, black humanoid alien with one green glowing eye. He two long antennas that went down his back with two electric plugs at the end of them. He had electrical plugs on both his arms and the Omnitrix dial was on his chest, that was green in the center.

Ben smiled as he looked at himself. "Alright! I'm **Feedback**!. "He yelled excitedly.

"Whoa." Ezra said in awe of the transformation.

"What's this one do?" Sabine asked.

Ben smirked. He then extended his hand towards Ezra's blaster and drain the electricity from it. He hand pointed his fist at a large and shot out a medium-sized electric blast that made it explode into tiny pebbles. Ben grinned to himself while the others looked in awe at what Ben just did.

"Whoa, that was awesome!" Ezra said.

"Told ya." Ben said as tapped the Omnitrix dial and turned back to normal.

"Well, how about we take a lunch break?" Hera said.

"Sure, I could eat." Ben said.

 **A hour later**

After lunch, Ben was walking around the ship when he saw Sabine working on something in the hanger. He went down to their level and went over.

"Hey Sabine, whatcha doing?" He asked.

"Working on this Speeder Bike, wanna help out?" Sabine asked.

"Sure." He then activated the Omnitrix and slapped down the core. In the wake of the green light was a tiny looking, bug-eyed, grey skinned being. It had a big head for it's small body and it had three fingers and three toes. It was wearing a green jumpsuit with a black stripe down the middle of it, the Omnitrix dial was on it's back.

" **Grey Matter!** " He shouted.

"Another little guy, what's he do?" Sabine asked.

"Lift me up and I'll show you." Ben said.

Sabine grabbed him and lifted him up. She brought him over to the bike and Ben jumped down onto it. "

Hmm, let's see." Ben said then he went inside of the bike and started tinkering with it. After a couple of minutes he came out. "Try it now." Ben told her. Sabine started it and the engine started working more efficiently. "It works, thanks." Sabine said with a smile.

Ben then reverted to normal. "No problem." He then left the hanger.

Ben then went into the cockpit where he saw Hera and Kanan.

"Hey guys." Ben said.

"Hello Ben, we were just going over our next mission." Kanan told him.

"Mind if I go over it with you?"

"Sure." Hera said.

Ben sat down next to them. "We decided, it be best if we have more people on our side. So we're going to free a prisoner camp and raid it's supplies." Kanan explained bringing up a holographic map. "Here's where it is."

Ben looked closely at the map studying it. "Are there ID's on the prisoners?" Ben asked.

"Several, here look." Hera said.

Hera handed Ben a list of the prisoners. Ben looked through it until he came to one specific individual. It was a humanoid looking figure with a cat-like appearance.

"No way, Rook!" He said getting their attention.

"Someone you know?" Kanan asked.

"Yeah, he's my partner and friend back in my world, we got separated when we came here." Ben told them.

"Well I guess that settles it." Hera turning back to steering the ship.

"Get the others and get ready." Kanan said.

Ben got up and went out the room to get everyone ready. "Don't worry Rook, we're coming." He said determined.

 **Chapter 3 End**


End file.
